-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I/tACVy3lx0kBLl+e8zWe+GPD7eL12vFTHiLRNU7cHmEHxpHX1PDgCC4Gx5gDj7X KeHs6ufk8JhPY50oFN0pog== 0000950123-01-003059.txt : 20010410 0000950123-01-003059.hdr.sgml : 20010410 ACCESSION NUMBER: 0000950123-01-003059 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010403 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LORAL SPACE & COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001006269 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133867424 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-50103 FILM NUMBER: 1592672 BUSINESS ADDRESS: STREET 1: 600 THIRD AVE STREET 2: C/O LORAL SPACECOM CORP CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971105 MAIL ADDRESS: STREET 1: 600 THIRD AVE STREET 2: C/O LORAL SPACECOM CORP CITY: NEW YORK STATE: NY ZIP: 10016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LORAL SPACE & COMMUNICATIONS LTD CENTRAL INDEX KEY: 0001006269 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133867424 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 600 THIRD AVE STREET 2: C/O LORAL SPACECOM CORP CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2126971105 MAIL ADDRESS: STREET 1: 600 THIRD AVE STREET 2: C/O LORAL SPACECOM CORP CITY: NEW YORK STATE: NY ZIP: 10016 SC TO-I/A 1 y46908a3scto-ia.txt AMENDMENT #3 TO SCHEDULE TO 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO (RULE 14d-100) ------------------------ TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) LORAL SPACE & COMMUNICATIONS LTD. (NAME OF SUBJECT COMPANY) LORAL SPACE & COMMUNICATIONS LTD. (NAME OF PERSON(S) FILING STATEMENT) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS(ES) OF SECURITIES) G56462107 (CUSIP NUMBER OF CLASS(ES) OF SECURITIES) AVI KATZ LORAL SPACE & COMMUNICATIONS LTD. C/O LORAL SPACECOM CORPORATION 600 THIRD AVENUE NEW YORK, NY 10016 (212) 697-1105 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) COPIES TO: BRUCE R. KRAUS WILLKIE FARR & GALLAGHER 787 SEVENTH AVENUE NEW YORK, NEW YORK 10019 (212) 728-8000 ------------------------ CALCULATION OF FILING FEE
- ---------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- TRANSACTION VALUATION: AMOUNT OF FILING FEE: - ---------------------------------------------------------------------------------------------------------------- $146,710,000(1) $29,342 - ---------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------
(1) Estimated for the purposes of calculating the amount of the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, based upon (a) 8,000,000 shares of 6% Series D Convertible Redeemable Preferred Stock outstanding as of December 31, 2000, (b) the original exchange ratio of 4.25 shares of Common Stock, par value $.01 each, of Loral Space and Communications Ltd. for each share of 6% Series D Convertible Redeemable Preferred Stock pursuant to the Exchange Offer, and (c) the market value per share of Common Stock, as established by the average of the high and low prices reported as of February 21, 2001, on the New York Stock Exchange. The Transaction Valuation, calculated based on the new exchange ratio of 5.7 shares of Common Stock and the average of the high and low prices of the Common Stock reported as of March 21, 2001 would be $129,960,000. Therefore, no additional filing fee is required. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. AMOUNT PREVIOUSLY PAID: $29,342 FILING PARTY: LORAL SPACE & COMMUNICATIONS LTD. FORM OR REGISTRATION NO.: SCHEDULE TO DATE FILED: FEBRUARY 22, 2001
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 22, 2001, as amended by Amendment No. 1 thereto filed on March 16, 2001, and Amendment No. 2 thereto filed on March 22, 2001 (the "Schedule TO"), relating to our exchange offer (the "Exchange Offer") for all of the shares of our outstanding 6% Series D Convertible Redeemable Preferred Stock due 2007 ("Preferred Stock") for shares of the Company's Common Stock, par value $.01 per share ("Common Stock"). The Exchange Offer shall be subject to the terms and conditions described in the Offer to Exchange dated February 22, 2001, as amended by Supplement No. 1 thereto dated March 22, 2001, and Supplement No. 2 thereto dated April 3, 2001, and the related Letter of Transmittal. ITEM 4: TERMS OF THE TRANSACTION The Offer to Exchange is amended as set forth in Supplement No. 2 to the Offer to Exchange, a copy of which is filed as exhibit (a)(1)(A)(ii) under item 12. ITEM 10: FINANCIAL STATEMENTS Item 10 is hereby amended and restated in its entirety as follows: (a) Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. (b) See the sections of the Offer to Exchange captioned "Summary -- Summary Historical Financial Information" and "Summary -- Unaudited Pro Forma Financial Information." ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented as follows: Exhibit (a)(1)(A) Offer to Exchange, dated February 22, 2001, relating to the Exchange Offer. (previously filed) Exhibit (a)(1)(A)(i) Supplement No. 1 to Offer to Exchange, dated March 22, 2001, relating to the Exchange Offer. (previously filed) Exhibit (a)(1)(A)(ii) Supplement No. 2 to Offer to Exchange, dated April 3, 2001, relating to the Exchange Offer. (filed herewith) Exhibit (a)(1)(B) Form of Letter of Transmittal, dated February 22, 2001, relating to the Exchange Offer. (previously filed) Exhibit (a)(1)(C) Form of Notice of Guaranteed Delivery. (previously filed) Exhibit (a)(1)(D) Form of Letter to Brokers. (previously filed) Exhibit (a)(1)(E) Form of Letter to Clients. (previously filed) Exhibit (a)(1)(F) Text of Press Release issued by Loral Space & Communications Ltd., dated February 22, 2001. (previously filed) Exhibit (a)(1)(G) Text of Press Release issued by Loral Space & Communications Ltd., dated March 22, 2001. (previously filed) Exhibit (a)(1)(H) Text of Press Release issued by Loral Space & Communications Ltd., dated April 3, 2001. (filed herewith) Exhibit (h)(1) Opinion of Willkie Farr & Gallagher as to the material United States federal income tax consequences of the Exchange Offer. (previously filed) 1 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. LORAL SPACE & COMMUNICATIONS LTD. By: /s/ AVI KATZ ------------------------------------ Name: Avi Katz Title: Vice President, General Counsel and Secretary Dated: April 3, 2001 2 EX-99.A.1.A.II 2 y46908a3ex99-a_1aii.txt SUPPLEMENT #2 TO OFFER TO EXCHANGE 1 [LORAL SPACE LOGO] SUPPLEMENT NO. 2 DATED APRIL 3, 2001 TO OFFER TO EXCHANGE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE FOR OUTSTANDING SHARES OF 6% SERIES D CONVERTIBLE REDEEMABLE PREFERRED STOCK DUE 2007 ------------------------------ THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 9, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). We hereby amend our Offer to Exchange dated February 22, 2001, as supplemented on March 22, 2001, and the Letter of Transmittal, pursuant to which we have offered to exchange (the "Exchange Offer") shares of our Common Stock, par value $0.01 per share ("Common Stock") for each outstanding share of 6% Series D Convertible Redeemable Preferred Stock due 2007 ("Preferred Stock"), validly tendered. Capitalized terms are used herein with the meanings given in the Offer to Exchange. WE ARE NOT AND OUR BOARD OF DIRECTORS IS NOT MAKING ANY RECOMMENDATION TO YOU AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING YOUR SHARES OF PREFERRED STOCK. YOU MUST MAKE THE DECISION WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. On April 2, 2001, the Company filed its Annual Report on Form 10-K with the Securities and Exchange Commission, which Annual Report on Form 10-K is incorporated by reference in the Offer to Exchange. A copy of the Annual Report on Form 10-K may be retrieved from the Security and Exchange Commission's website at http://www.sec.gov. We encourage you to read the Company's Annual Report on Form 10-K, including the information discussed under the caption "Certain Factors That May Affect Future Results." Any information contained in the Offer to Exchange, as supplemented, that is inconsistent with the information contained in the Company's Annual Report on Form 10-K, is hereby amended and superseded by such information in the Company's Annual Report on Form 10-K. The purpose of this supplement is to extend the Expiration Date of the Exchange Offer and to amend and restate certain financial information set forth in the Offer to Exchange under the captions "SUMMARY -- RECENT FINANCIAL DATA," "SUMMARY -- Summary Historical Financial Information," and "SUMMARY -- Unaudited Pro Forma Financial Information." On April 2, 2001, the closing price of Loral Common Stock was $1.91. The Exchange Offer is hereby amended as follows: EXTENSION OF EXPIRATION DATE. The expiration date for the Exchange Offer is extended to , April 9, 2001 at 5:00 p.m., New York City time, unless further extended. AMENDMENT OF FINANCIAL INFORMATION IN THE OFFER TO EXCHANGE. The Section of the Offer to Exchange under the caption "SUMMARY -- RECENT FINANCIAL DATA" is hereby deleted in its entirety. The sections of the Offer to Exchange under the captions "SUMMARY -- Summary Historical Financial Information" and "SUMMARY -- Unaudited Pro Forma Financial Information" are hereby amended and restated in their entirety as follows: 2 SUMMARY HISTORICAL FINANCIAL INFORMATION The following summary historical financial information of Loral has been derived from, and should be read in conjunction with, the related consolidated financial statements and other financial information presented in Loral's Annual Report on Form 10-K for the year ended December 31, 2000, incorporated herein by reference. LORAL SPACE & COMMUNICATIONS LTD.
YEARS ENDED DECEMBER 31, -------------------------------- 2000(1) 1999(2) -------------- -------------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) STATEMENT OF OPERATIONS DATA: Revenues.................................................. $ 1,224,111 $ 1,457,720 Operating loss............................................ 86,086 62,263 Equity in net loss of affiliates, net of taxes(3)......... 1,294,910 177,819 Globalstar related impairment charges, net of taxes....... 112,241 Net loss.................................................. 1,469,678 201,916 Preferred dividends and accretion......................... 67,528 44,728 Net loss applicable to common shareholders................ 1,537,206 246,644 Net loss per share: basic and diluted..................... 5.20 0.85 CASH FLOW DATA: Provided by (used in) operating activities................ 258,056 (6,933) Used in investing activities.............................. 376,740 679,005 Provided by (used in) equity transactions................. 352,415 (24,633) Provided by (used in) financing transactions.............. (79,551) 403,664 OTHER DATA: EBITDA as reported(4)..................................... 130,177 112,643 Depreciation and amortization............................. 216,263 174,906 Capital expenditures...................................... 424,199 469,747 Deficiency of earnings to cover fixed charges............. 152,595 191,932
DECEMBER 31, ------------------------ 2000 1999 ---------- ---------- BALANCE SHEET DATA: Cash(5)................................................... $ 394,045 $ 427,180 Current assets, including cash............................ 831,581 1,053,849 Noncurrent assets......................................... 3,846,737 4,556,572 Total assets.............................................. 4,678,318 5,610,421 Current liabilities....................................... 494,554 693,879 Recourse long-term debt(6)................................ 1,348,138 950,527 Non-recourse long-term debt of Loral CyberStar, Inc....... 997,991 963,299 Total long-term debt...................................... 2,346,129 1,913,826 Noncurrent liabilities, excluding debt.................... 231,894 228,901 Minority interest......................................... 19,353 23,151 Shareholders' equity...................................... 1,586,388 2,750,664
- --------------- (1)The results of operations for 2000 includes $77 million of increased costs relating to manufacturing delays and customer contract issues ($46 million after taxes), Loral's share of Globalstar after-tax impairment 2 3 charges of $882 million (approximately $1.2 billion on a pre-tax basis), which is included in equity in net loss of affiliates and after-tax impairment charges of $112 million ($125 million pre-tax) relating to Loral's investments in and advances to Globalstar service provider partnerships. (2) The year ended December 31, 1999 includes a pre-tax charge of $35 million ($21 million after taxes) relating to an agreement reached with a customer to extend the delivery date of a satellite and other modifications to the contract in return for providing transponders on another Loral satellite for their remaining lives and a non-recurring tax benefit of $33.6 million relating to a tax law change affecting the utilization of Loral Cyberstar's pre-acquisition loss carryforwards. (3) Includes Loral's share of the following affiliates: Globalstar, Satmex, Europe*Star, Globalstar service provider partnerships, Mabuhay Space Holdings Limited and SkyBridge Limited Partnership, which are accounted for under the equity method of accounting. The year ended December 31, 2000, includes a $33 million after-tax gain representing Loral's share of Satmex's net insurance recovery on the loss of a satellite. (4) EBITDA (earnings before interest, taxes, depreciation and amortization, including amortization of unearned stock compensation) is provided because it is a measure commonly used in the communications industry to analyze companies on the basis of operating performance, leverage and liquidity and is presented to enhance the understanding of Loral's operating results. However, EBITDA should not be construed as an alternative to net income as an indicator of a company's operating performance, or cash flow from operations as a measure of a company's liquidity. EBITDA may be calculated differently and, therefore, may not be comparable to similarly titled measures reported by other companies. (5) Includes Loral CyberStar's restricted cash of $50.0 million for interest payments on Loral CyberStar's senior debt and Loral CyberStar's segregated cash of $137.3 million held for satellite payments as of December 31, 1999. (6) Includes the debt of Loral SpaceCom Corporation and its subsidiaries and Loral Space & Communications Ltd. 3 4 UNAUDITED PRO FORMA FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA) The following unaudited pro forma information presents the effects of the Exchange Offer assuming that 8,000,000 or all shares of Preferred Stock are exchanged for 45,600,000 shares of Common Stock as if the exchange occurred as of January 1, 2000, for the statement of operations data and other data and as if the exchange occurred as of December 31, 2000 for the balance sheet data. The pro forma results do not include a dividend charge that Loral will incur as a result of the Exchange Offer of approximately $58.5 million, which relates to the difference, at an assumed price of $2.30 per share of Common Stock, between the value of the Common Stock exchanged in the Exchange Offer and the value of the shares that were issuable under the conversion terms of the Preferred Stock.
YEAR ENDED DECEMBER 31, 2000(1) -------------------------------- ACTUAL PRO FORMA* -------------- -------------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) STATEMENT OF OPERATIONS DATA Revenues.................................................... $1,224,111 $1,224,111 Operating loss.............................................. 86,086 86,086 Equity in net loss of affiliates(2)......................... 1,294,910 1,294,910 Globalstar related charges, net of taxes.................... 112,241 112,241 Net loss.................................................... 1,469,678 1,469,678 Preferred dividends......................................... 67,528 46,728 Net loss applicable to common shareholders.................. 1,537,206 1,516,406 Loss per share -- basic and diluted......................... 5.20 4.44 OTHER DATA: Deficiency of earnings to cover fixed charges............... $ 152,595 $ 128,363
DECEMBER 31, 2000 ------------------------ ACTUAL PRO FORMA ---------- ---------- (IN THOUSANDS) BALANCE SHEET DATA: Shareholders' equity........................................ $1,586,388 $1,586,388 OTHER DATA: Book value per common share................................. $ 1.72 $ 4.62
- --------------- * Loral has also simultaneously launched an exchange offer for 13,497,863 or all of the shares of its outstanding Series C Preferred Stock, or such lesser number of shares as are validly tendered and not withdrawn prior to the expiration date, for shares of Common Stock, at an exchange ratio of 5.5 shares of Common Stock per share of Series C Preferred Stock. Assuming that in addition to the shares of Common Stock exchanged in the Exchange Offer, that all shares of Series C Preferred Stock are exchanged for 74,238,247 shares of Common Stock as if the Exchange Offer and the Series C Exchange Offer occurred as of January 1, 2000, the Company's pro forma net loss applicable to common shareholders and pro forma loss per share - basic and diluted would have been $1.476 billion and $3.55 per share, respectively, for the year ended December 31, 2000. These pro forma results do not include dividend charges aggregating $151.6 million, that Loral will incur as a result of the Exchange Offer and the Series C Exchange Offer, which relates to the difference, at an assumed price of $2.30 per share of Common Stock, between the value of shares of the Common Stock exchanged in the Exchange Offer and the Series C Exchange Offer and the value of the shares that were issuable under the conversion terms of the preferred stock. (1) The results of operations for 2000 includes $77 million of increased costs relating to manufacturing delays and customer contract issues ($46 million after taxes), Loral's share of Globalstar after-tax impairment charges of $882 million (approximately $1.2 billion on a pre-tax basis), which is included in equity in net loss of affiliates and after-tax impairment charges of $112 million ($125 million pre-tax) relating to Loral's investments in and advances to Globalstar service provider partnerships. (2) Includes Loral's share of the following affiliates: Globalstar, Satmex, Europe*Star, Globalstar service provider partnerships, Mabubay Space Holdings Limited and SkyBridge Limited Partnership which are accounted for under the equity method of accounting. The year ended December 31, 2000, includes a $33 million after-tax gain representing Loral's share of Satmex's net insurance recovery on the loss of a satellite. 4 5 The Exchange Agent for the Exchange Offer is: THE BANK OF NEW YORK By Mail: By Facsimile Transmission: by Hand or Overnight Courier: Tender & Exchange Department (For eligible Institutions Tender & Exchange Department P.O. 11248 only) 101 Barclay Street Church Street Station (212) 815-6213 Receive & Deliver Window New York, NY 10286-1248 New York, NY 10286 For Confirmation Telephone: (212) 815-6156
THE INFORMATION AGENT: MacKenzie Partners, Inc. 156 Fifth Avenue New York, NY 10010 Inside the U.S. call toll-free (800) 322-2885 or Outside the U.S. call (212) 929-5500 (collect) Additional copies of the Offer to Exchange, this Supplement, the Letter of Transmittal or other tender offer materials may be obtained from the Information Agent or the Exchange Agent and will be furnished at the Company's expense. Questions and requests for assistance may be directed to the Information Agent as set forth above. Holders may also contact their local broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. 5 EX-99.A.1.H 3 y46908a3ex99-a_1h.txt PRESS RELEASE 1 LORAL LOGO 600 Third Avenue New York, NY 10016 NEWS FOR IMMEDIATE RELEASE Contact: Tony Doumlele (212) 338-5214 LORAL EXTENDS EXPIRATION DATE OF OFFERS TO EXCHANGE SHARES OF 6% SERIES C AND 6% SERIES D CONVERTIBLE REDEEMABLE PREFERRED STOCK CITES NEED TO PROVIDE SHAREHOLDERS WITH OPPORTUNITY TO REVIEW 10-K NEW YORK -- April 3, 2001-- In order to provide preferred shareholders an opportunity to review the information contained in Loral's Annual Report on Form 10-K filed yesterday with the SEC, and to meet the company's disclosure requirements, Loral Space & Communications (NYSE: LOR) today announced the extension of the expiration date of its exchange offers for shares of the company's 6% Series C Convertible Redeemable Preferred Stock due 2006 and for its 6% Series D Convertible Redeemable Preferred Stock due 2007. The exchange offers, which were scheduled to expire at 5:00 p.m., New York City time, on Thursday, April 5, 2001, have been extended until 5:00 p.m., New York City time, on Monday, April 9, 2001. No other terms of the offers were changed. The Form 10-K is incorporated by reference in the exchange offer documents. As of April 2, 2001, 579,419 and 155,950 shares of the Series C and the Series D Preferred Stock, respectively, had been tendered. Series C and D shareholders who wish to participate in the exchange offers should contact the company's information agent, MacKenzie Partners, Inc., at 212-929-5500 or 1-800-322-2885. The Bank of New York, the exchange agent for the offers, will effect exchanges. # # # -----END PRIVACY-ENHANCED MESSAGE-----